Each year, a whole day is devoted to presentations on strategic issues given to the Board by operations and support teams, in addition to the plans that are regularly presented during the year at other Board meetings. These annual presentations are an occasion for high-quality discussions between the directors and the Company’s senior management team and are extremely appreciated by everyone involved.
At least once a year, the Board of Directors devotes an agenda item to discussing its operating procedures, and every three years it organizes a formal external assessment.
The most recent formal assessment took place in 2020 as the previous one was carried out in 2017. The findings were presented and discussed at the Board meeting on June 24, 2020. The assessment was performed by an external consulting firm and consisted of a questionnaire and individual meetings.
As well as appraising each director’s actual contribution to the Board’s work, the following six topics were covered in the assessment:
The Board’s membership structure has recently been strengthened with the arrival of new independent directors with solid competencies in finance, human resources and operations, and the overall age profile is gradually getting younger. Similarly, there has been a renewal of skills within the Board Committees.
In terms of the allocation of roles and Board dynamics, the general view of the Board’s operating procedures is favorable and the directors particularly appreciate their freedom of expression and the Board’s spirit of collective intelligence. They also consider that Board meetings are highly participative. The directors representing employees consider that they are fully integrated into the Board and that their contribution is valued.
Concerning strategy, the strategy days organized by Sodexo are very much appreciated and reinforce the choice to involve the whole Board in strategy decisions rather than creating a dedicated Strategy Committee.
Similarly, Corporate Social Responsibility issues are addressed directly by the Board as a whole instead of by a dedicated Committee.
The directors feel that they have a good understanding of the Group’s operational challenges and goals, a good risk map, and detailed performance monitoring that provides information that is both accessible and high quality.
The Committees’ roles and responsibilities are clear and appropriate. The quality of the work of the Nominating and Compensation Committees has improved since the last formal assessment.
In terms of Board’s composition, identified areas for improvement included increasing the representation of the service sector on the Board, adding international profiles and CEOs with in-depth business transition/transformation experience, including in digital.
To support its decision-making process, the Board of Directors has three specialized Committees, each with its own charter approved by the Board of Directors setting out its role, responsibilities and operating procedures.
Broadly, the role of these specialized Committees is to examine specific issues ahead of Board meetings and to submit opinions, proposals and recommendations to the Board of Directors.
